Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due); (c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full; (d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts; (e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full; (f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein; (g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 3 contracts
Sources: Loan and Security Agreement (Manulife Private Credit Fund), Loan and Security Agreement (Manulife Private Credit Fund), Loan and Security Agreement (Manulife Private Credit Fund)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Payment Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S. $15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aii) of U.S. $25,000 50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter);
(bc) to pay interest due in respect of the Advances and any increased costs and any accrued commitment fees and unpaid Administrative Agency Fees and commitment unfunded fees payable to the Lenders (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Payment Date)) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full;
(de) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (ab) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Payment Date, any remaining amounts to the Company.
Appears in 3 contracts
Sources: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S. $15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aii) of U.S. $25,000 50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter);
(bc) to pay interest due in respect of the Advances and any increased costs and any accrued commitment fees and unpaid Administrative Agency Fees and commitment unfunded fees payable to the Lenders (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Payment Date)) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full;
(de) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (ab) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Payment Date, any remaining amounts to the Company.
Appears in 3 contracts
Sources: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) , the CAD Collection Account, the EUR Collection Account or the GBP Collection Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(a) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account, the CAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account, the Advances are paid in fullCAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to make reimburse the Portfolio Manager and the Company for any Permitted Distributions and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or Permitted RIC Distributions directed pursuant to in the performance of its obligations under this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.;
Appears in 2 contracts
Sources: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aii) of $25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter);
(bc) to pay interest due in respect of the Advances and any increased costs and any accrued commitment fees and unpaid Administrative Agency Fees and commitment unfunded fees payable to the Lenders (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Payment Date)) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full;
(de) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (ab) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Payment Date, any remaining amounts to the Company.
Appears in 2 contracts
Sources: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at hereunder and (z) each other date designated by the direction of Manager by written notice to the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by and the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each such date set forth in clauses the foregoing clause (y) and or clause (z) above), an “Additional Distribution Date”), the Collateral Agent shall shall, after receipt of approval from the Manager in accordance with Section 2(b)(vii) of the Collateral Administration Agreement, distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):
(a) to make any Required Fund Distribution directed pursuant to this Agreement;
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on during any Payment Date, calendar quarter then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) calendar quarters and (ii) second, any other accrued and unpaid fees (other than the Commitment Fee payable to the Lenders) and out-of-pocket expenses (other than the commitment fee expenses, including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Lenders and the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (aii) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(bc) pro rata based on amounts due, to pay accrued and unpaid interest due in respect of the Advances Advances, any Commitment Fees and Make-Whole Amounts payable to the Lenders and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders pursuant to Section 3.01(e) or (f) or Section 3.02 (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premiumpremiums) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), pro rata based on amounts due, principal of the Advances until the Advances are paid in full;
full (d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure including any applicable Make-Whole Amounts);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (ab) above not paid due to the limitation limitations set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal case of remaining Interest Proceeds, at the election of the Manager on behalf of the Company, to deposit any remaining amounts in the Interest Collection AccountAccount as Interest Proceeds) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 2 contracts
Sources: Credit and Security Agreement (FS Credit Opportunities Corp.), Credit and Security Agreement (FS Credit Opportunities Corp.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency Account) Collection Accounts in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and quarter)and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders Lenders) and out-of pocket expenses. including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount in respect of each Currency and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the aggregate Unfunded Exposure Amount;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in or the applicable Permitted Non-USD Currency Principal Collection Account) , as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the election of the Servicer on behalf of the Company, deposit such remaining amounts into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account, as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance denominated in a Permitted Non-USD Currency, such amounts shall be paid using Interest Proceeds and/or Principal Proceeds denominated in such Currency from the applicable Permitted Non-USD Currency Collection Account.
Appears in 2 contracts
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.), Loan and Security Agreement (TCG BDC II, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) Using Interest Proceeds to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities and fees and expenses of counsel), (ii) any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Sale Agreement, the Master Participation Agreement, the Second Master Participation Agreement and the Third Master Participation Agreement (other than such amounts payable to the Portfolio Manager) and (iii) any accrued and unpaid fees and out-of-pocket expenses (including indemnities) payable to the Portfolio Manager hereunder and under the Portfolio Management Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and U.S.$250,000 on each Additional Distribution Date and the Maturity Date (the "Expense Cap Amount") (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);.
(b) Using Interest Proceeds to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) Using Interest Proceeds or Principal Proceeds to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior Prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account using Principal Proceeds up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth thereintherein using Interest Proceeds and, on the Maturity Date and any Additional Distribution Date, Principal Proceeds;
(gf) to To make any Permitted Distributions using Interest Proceeds or Permitted RIC Tax Distributions using Excess Interest Proceeds each as directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in Principal Proceeds into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and any remaining Interest Proceeds into the Collection Account as Interest Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 2 contracts
Sources: Loan Agreement (CION Investment Corp), Loan and Security Agreement (CION Investment Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account or the CAD Collection Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(a) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account or the CAD Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account or the Advances are paid in fullCAD Unfunded Exposure Account up to the Unfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds and, in the case of Permitted Distributions occurring during the Reinvestment Period, Principal Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 2 contracts
Sources: Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account up to the Advances are paid in fullUnfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (wx) each Interest Payment Date, (xy) the Maturity Date, Date and (yz) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day or after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of payable, upon any other Agent Business Day as directed by the Administrative Agent at least five (with two (25) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed Days prior to have been received on the immediately succeeding Agent Business Day) such date of payment (each date set forth in clauses (y) and clause (z) above, an “Additional Distribution Date”; provided that there shall only be one Additional Distribution Date per month), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency Account) Collection Accounts in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees (other than the Administrative Agency Fees) and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount hereunder and under the Account Control Agreement; provided that payments under this clause (a) shall be up to a maximum amount of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Fees and any increased costs and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, during the Reinvestment Period, all prepayments of the Advances required or, at the direction of the Servicer, permitted or required under this Agreement (including any applicable premium) until the Advances are paid in full and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsAmounts and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount (without the requirement for any direction by the Servicer);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this AgreementDistributions; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in or the applicable Permitted Non-USD Currency Principal Collection Account) , as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the election of the Servicer on behalf of the Company, deposit such remaining amounts into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account, as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance denominated in a Permitted Non-USD Currency, such amounts shall be paid using Interest Proceeds and/or Principal Proceeds denominated in such Currency from the applicable Permitted Non-USD Currency Collection Account.
Appears in 1 contract
Sources: Loan and Security Agreement (CCS IX Portfolio Holdings, LLC)
Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Custodial Account Control Agreement, Seller (w) each Interest Payment Dateor, (x) the Maturity Date, (y) each Agent Business Day after the occurrence deliver of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ an access termination notice pursuant to the Collateral AgentCurrent Spread Custodial Account Control Agreement, provided that any such notice received by Purchaser) will direct the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed Bank to have been received on apply the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts monies in the Collection Accounts Third Party Controlled Current Spread Custodial Account (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Accountother than Aurora Termination Payments) in the following order of priority (the “"Priority of Payments”):
(a) to pay (i) first"), amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Dateevery case, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring each prior item in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any Priority of the three succeeding Payment Dates; provided, further that any limitation Payments on such Distribution Date:
(a) first, from amounts due or payable in the Third Party Controlled Current Spread Custodial Account attributable to Pre-Closing Period Servicing Spread Collections, in the Collateral Agentfollowing order of priority (A) the Pre-Closing Period Base Servicing Fee for the Mortgage Loans to Seller and, then, pro rata, (B) (i) the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) Purchase Price Adjustment Amount to Purchaser and (ii) second, any other accrued and unpaid fees and outthe Pre-of-pocket expenses (other than the commitment fee payable Closing Retained Amount to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Seller;
(b) second, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to pay interest due in Servicing Agreement termination payments paid by an Owner with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable Retained Servicing Spread Percentage of such termination payments to the Lenders (pro rata based on amounts due)Seller;
(c) third, on any Business Day from and including the first Business Day of a calendar month to pay (i) on each Interest Payment Datebut excluding the Distribution Date in such calendar month, all prepayments at the option of Seller, the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on Base Servicing Fee payable with respect to a prior Collection Period for the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in fullMortgage Loans to Seller;
(d) prior fourth, on each Distribution Date, to the end of the Reinvestment Periodextent not previously paid to Seller in accordance with Section 3.04(c), at the direction of the Portfolio Manager, any accrued and unpaid Base Servicing Fee to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsSeller;
(e) following fifth, on each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the end prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); and (B) to Seller, any Retained Servicing Spread for the Reinvestment Periodprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); provided, solely with respect that (I) prior to Principal ▇▇▇▇▇▇▇▇the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to pay principal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the Advances until payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the Advances are paid distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in full;the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) sixth, on any Interest Payment each Distribution Date, to Seller, any other amounts remaining on deposit any remaining amounts in the Principal Collection Account (orThird Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Companyapplicable.
Appears in 1 contract
Sources: Current Excess Servicing Spread Acquisition Agreement (Nationstar Mortgage Holdings Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) , the CAD Collection Account, the EUR Collection Account or the GBP Collection Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(a) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account, the CAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account, the Advances are paid in fullCAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds and, in the case of Permitted Distributions occurring during the Reinvestment Period, Principal Proceeds) directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account up to the Advances are paid in fullUnfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of designated by the Administrative Agent (with two one (21) Agent Business Days’ notice to the Collateral Agent, Agent and the Collateral Administrator; provided that any such notice received by the Collateral Agent after 5:00 p.m. 10:00 a.m. New York City time on an any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentprovided, provided that any payments may be deferred on any such notice received by date in which the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Dayaggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Payment Date”), the Company shall request that the Collateral Agent shall distribute all amounts in the Collection Accounts as of the end of the related Calculation Period (and any Interest Proceeds and/or Principal Proceeds then on deposit or, in any Permitted Non-USD Currency Accountthe case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority (the “Priority of Payments”):), along with a calculation of such amounts to be distributed, subject to confirmation of such calculation by the Administrative Agent:
(a) prior to the Permitted Merger Effective Date, to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) of the sum of (x) 0.0250.015% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (prorated for the related Calculation Period on the basis of a 360 day year and the actual number of days elapsed for the related Calculation Period), (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that ) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Payment Dates occurring during the prior three calendar quarters (or, if any such a lesser amount is not utilized on any Payment of time, since the Effective Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aii) of $25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter);
(bc) to pay interest due in respect of the Advances Advances, and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Payment Date), principal of the Advances until the Advances are paid in full;
(de) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(ef) following to pay all amounts set forth in clause (b) above not paid due to the end limitation set forth therein and in the same order of priority;
(g) to make any Permitted Distributions or Permitted Tax Distributions directed pursuant to this Agreement; provided that if, as of any such date, the Reinvestment PeriodCompany owns Portfolio Investments that satisfy the Eligibility Criteria that are issued by less than ten (10) different obligors in respect of Portfolio Investments and their respective affiliates, solely with respect to then all Principal ▇▇▇▇▇▇▇▇, Proceeds shall be applied to pay principal of the Advances until the Advances are paid in full;
(fh) so long as (i) no Market Value Event has occurred, (ii) the Borrowing Base Test will be satisfied immediately after giving effect to such payment and (iii) no Default or Event of Default has occurred and is continuing, unless waived or deferred by the Portfolio Manager, to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
Portfolio Manager any fees and expenses payable to the Portfolio Manager in an amount not to exceed the Portfolio Manager Fee Cap on an annual basis (g) which Portfolio Manager Fee shall be calculated by the Portfolio Manager and notified to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreementthe Collateral Agent and Administrative Agent); and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Payment Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Silver Capital Holdings LLC)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S. $15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.expenses
Appears in 1 contract
Sources: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC)
Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Custodial Account Control Agreement, Seller (w) each Interest Payment Dateor, (x) the Maturity Date, (y) each Agent Business Day after the occurrence deliver of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ an access termination notice pursuant to the Collateral AgentCurrent Spread Custodial Account Control Agreement, provided that any such notice received by Purchaser) will direct the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed Bank to have been received on apply the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts monies in the Collection Accounts Third Party Controlled Current Spread Custodial Account (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Accountother than Aurora Termination Payments) in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first), amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Dateevery case, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring each prior item in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any Priority of the three succeeding Payment Dates; provided, further that any limitation Payments on such Distribution Date:
(a) first, from amounts due or payable in the Third Party Controlled Current Spread Custodial Account attributable to Pre-Closing Period Servicing Spread Collections, in the Collateral Agentfollowing order of priority (A) the Pre-Closing Period Base Servicing Fee for the Mortgage Loans to Seller and, then, pro rata, (B) (i) the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) Purchase Price Adjustment Amount to Purchaser and (ii) second, any other accrued and unpaid fees and outthe Pre-of-pocket expenses (other than the commitment fee payable Closing Retained Amount to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Seller;
(b) second, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to pay interest due in Servicing Agreement termination payments paid by an Owner with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable Retained Servicing Spread Percentage of such termination payments to the Lenders (pro rata based on amounts due)Seller;
(c) third, on any Business Day from and including the first Business Day of a calendar month to pay (i) on each Interest Payment Datebut excluding the Distribution Date in such calendar month, all prepayments at the option of Seller, the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on Base Servicing Fee payable with respect to a prior Collection Period for the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in fullMortgage Loans to Seller;
(d) prior fourth, on each Distribution Date, to the end of the Reinvestment Periodextent not previously paid to Seller in accordance with Section 3.04(c), at the direction of the Portfolio Manager, any accrued and unpaid Base Servicing Fee to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsSeller;
(e) following fifth, on each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the end prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); and (B) to Seller, any Retained Servicing Spread for the Reinvestment Periodprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); provided, solely with respect that (I) prior to Principal ▇▇▇▇▇▇▇▇the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to pay principal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the Advances until payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the Advances are paid distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in full;the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) sixth, on any Interest Payment each Distribution Date, to Seller, any other amounts remaining on deposit any remaining amounts in the Principal Collection Account (orThird Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Companyapplicable.
Appears in 1 contract
Sources: Current Excess Servicing Spread Acquisition Agreement (Newcastle Investment Corp)
Priority of Payments. On (wa) Notwithstanding any other provision in this Agreement, but subject to Section 4.3 hereof and Section 3.1 of the Intercreditor Agreement, on each Interest Quarterly Payment Date, (x) the Maturity Date, (y) each Agent Business Day after Issuer shall instruct the occurrence of a Market Value Event at Account Bank to make the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) following disbursements in the following order of priority (from amounts credited to the “Priority Collection Account in an amount equal to the Collateral Proceeds as of Payments”):the close of business on the related Determination Date:
(a) to pay (i) firstto the payment of any filing fees and taxes then due and payable by the Issuer and/or the Co-Issuer;
(ii) to the payment of accrued and unpaid ordinary fees and expenses owing by the Issuers to the Trustee, amounts due or payable to the Collateral Agent, any other Representative, the Collateral Administrator TIP Advisors and the Securities Intermediary hereunder Rating Agencies;
(iii) to the payment of the accrued and unpaid Administrative Fee payable to the Program Manager;
(iv) (A) prior to the Stated Maturity of the Liquidity Facility, to the payment of any accrued and unpaid fees, expenses or interest on amounts drawn under the Liquidity Facility and (B) after the Stated Maturity of the Liquidity Facility, to the payment of accrued and unpaid interest on and principal of the Liquidity Facility, until the outstanding principal balance is reduced to zero, and any other Loan Documents amounts due and payable thereunder;
(including v) ratably, as to the payment of the following items: (A) to the Note Payment Account in an amount equal to, and for the payment of, accrued and unpaid interest on the Class A Notes; (B) payments (other than termination costs) payable by the Issuer under the Hedging Agreements; and (C) to the payment of commitment fees, out-of-pocket expenses any accrued and indemnitiesunpaid interest on amounts drawn under the Backup Facility or any other amounts (other than principal) up due and payable thereunder;
(vi) to a maximum amount the Operating Account for payment of termination costs payable under this subclause any Hedging Agreement on such Quarterly Payment Date or during the Due Period immediately succeeding the Due Period relating to such Quarterly Payment Date;
(ivii) if the sum Senior Coverage Test is not satisfied on such Quarterly Payment Date, to the repayment of (xA) 0.025% per annum multiplied by the sum first, principal of the aggregate Liquidity Facility (such repayment to be made in the order in which principal installments are due if after the Liquidity Facility Availability Period) until the outstanding principal balance of the Liquidity Facility is reduced to zero and (B) second, principal of the Backup Facility and to the Note Payment Account in an amount equal to, and for the payment of, the principal amount of Class A Notes, pro rata according to the principal of the Backup Facility and the principal amount of the Collateral Class A Notes (after conversion to USD using clause (y) it being understood that, for purposes of this clause, principal of the Spot RateBackup Facility shall refer to amounts drawn or Allocated thereunder and payments made in respect of amounts Allocated under the Backup Facility shall be credited to the Committed TIP Account to reduce the amounts then Allocated under the Backup Facility), in each case, to the extent necessary to satisfy the Senior Coverage Test;
(viii) if the Senior Coverage Test is satisfied on such Quarterly Payment Date, to the Note Payment Account in an amount equal to, and for the payment of, accrued and unpaid interest on the Class B Notes to the extent the Senior Coverage Test remains satisfied;
(ix) to the repayment of principal of the Liquidity Facility, the Backup Facility and the Class A Notes and Class B Notes and, to the extent not paid in (viii) above, to the Note Payment Account in an amount equal to, and for the payment of, the interest on the Class B Notes, in the priority set forth below:
(A) after the expiration of the Liquidity Facility Availability Period, to the payment of the quarterly principal installment then due under the Liquidity Facility (each such installment to be made in an amount equal to one-eighth of the outstanding principal as of the end last day of the related Calculation Period plus (yLiquidity Facility Availability Period) U.S.$25,000 on each Interest Payment Date, the Maturity Date together with any accrued interest and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)owing thereunder;
(bB) ratably, to the repayment of the principal of the Backup Facility and to the Note Payment Account in an amount equal to, and for the payment of, the principal amount of the Class A Notes (it being understood that, for purposes of this clause, principal of the Backup Facility shall refer to amounts drawn or Allocated thereunder and payments made in respect of Allocated amounts shall be credited to the Committed TIP Account to reduce amounts Allocated under the Backup Facility) to the extent necessary to cause the Senior Overcollateralization Ratio on such Quarterly Payment Date to be at least equal to the Target Senior Overcollateralization Ratio or if the Calculated Senior Debt Balance is less than zero, to the extent necessary to pay in full the principal amount of and accrued interest due and other amounts owing in respect of the Advances Backup Facility and any increased costs the Class A Notes;
(C) to the Note Payment Account in an amount equal to, and for the payment of, the accrued and unpaid interest on the Class B Notes to the extent not paid in (viii) above;
(D) to the Note Payment Account in an amount equal to, and for the payment of, the principal amount of the Class B Notes to the extent necessary to cause the Total Overcollateralization Ratio on such Quarterly Payment Date to be equal to the Target Total Overcollateralization Ratio or if the Calculated Total Debt Balance is less than zero, to the extent necessary to pay in full the Class B Notes;
(x) if the Reserve Test is not satisfied on such Quarterly Payment Date, to the Reserve Account in an amount equal to the Reserve Amount; and
(xi) the remaining Collateral Proceeds, plus the amount of cash credited to the Reserve Account in excess of the Reserve Amount, for application in the priority indicated below:
(A) after the Liquidity Facility Availability Period, to the repayment of the outstanding principal installments under the Liquidity Facility (in the order in which such installments are due) until the outstanding principal balance of the Liquidity Facility is reduced to zero;
(B) to the Note Payment Account in an amount equal to and for the payment of all accrued and unpaid Class A Make-Whole Premiums;
(C) to the Note Payment Account in an amount equal to and for the payment of all accrued and unpaid Class B Premiums;
(D) to the Note Payment Account in an amount equal to, and for the payment of, the accrued and unpaid interest on Class C Notes;
(E) to the payment of the Management Fee and Incentive Fee accrued during the related Due Period, and to the payment of any accrued and unpaid Administrative Agency Fees Management Fee and/or Incentive Fee accrued during any prior Due Period and commitment fees payable to any other amounts due under the Lenders (pro rata based on amounts due)Management Agreement;
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(dF) prior to the end Stated Maturity of the Reinvestment PeriodLiquidity Facility, at to the direction repayment of the Portfolio Manager, Liquidity Facility until the outstanding principal balance of the Liquidity Facility is reduced to fund the Unfunded Exposure Account up to the Unfunded Exposure Amountszero;
(eG) following to the end payment of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in fullany Extraordinary Expenses and any Permitted Capital Expenditures;
(fH) to pay all amounts set forth the Note Payment Account in clause (a) above not paid due to an amount equal to, and for the limitation set forth thereinpayment of, the Class C Principal Distributable Amount, if any;
(gI) during the Investment Period, to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreementthe Excess Spread Account; and
(h) (iJ) on any Interest Payment Dateor after the expiration of the Liquidity Facility Availability Period, to deposit any remaining amounts the Expense Reserve Account in the Principal Collection Account (oran amount equal to, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.for the
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) upon request of the Administrative Agent (which request may be a standing request), each Agent Business Day after the occurrence of a Market Value Event at the direction and (z) upon request of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentwhich request may be a standing request), provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) hereunder (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including reasonable and documented fees, out-of-pocket expenses and indemnities required to be paid hereunder and thereunder) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the Commitment Fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$50,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that that, if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Collateral;
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), outstanding principal of the Advances until the Advances are paid in full;
(d) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Primary Management Fee for the related Calculation Period;
(e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and any applicable Non-USD Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Secondary Management Fee for the related Calculation Period;
(h) to make any Permitted Distributions or Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth in the definition of such term) directed pursuant to this Agreement;
(i) at the election of the Portfolio Manager, to pay to the Portfolio Manager any deferred and unpaid Primary Management Fee and/or deferred and unpaid Secondary Management Fee; and
(hj) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds (which, during the Reinvestment Period, may be applied to the acquisition of additional Portfolio Investments) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) , the CAD Collection Account, the EUR Collection Account or the GBP Collection Account in the following order of priority (the “Priority of Payments”):):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate“Cap”) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(a) and commitment fees payable to the Lenders (pro rata based on amounts due);;
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(de) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account, the CAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account, the Advances are paid in fullCAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to make reimburse the Portfolio Manager and the Company for any Permitted Distributions and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or Permitted RIC Distributions directed pursuant to in the performance of its obligations under this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity DateSecurities Administrator shall make the following allocations, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentdisbursements and transfers, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all from amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency the Payment Account) , in the following order of priority (the “Priority of Payments”):priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum Class G Allocation Percentage of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of Collection Amount for such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇Class G Certificates first, to pay principal of as interest an amount equal to the Advances until Class G Interest Payment Amount for such Payment Date and then, to the Advances are paid extent remaining as described below and in full;
(f) to pay all amounts accordance with the priorities set forth in clause (aiv)(A) above not below, as principal to be paid due to as part of the limitation set forth thereinClass G Principal Payment Amount.;
(gii) the Trust Allocation Percentage of the Interest Collection Amount for such Payment Date in the following order of priority:
(A) first, to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreementthe Note Insurer, the Premium due on such Payment Date in connection with the Policy; and
(hB) second, to the Class A Notes, the Senior Interest Distribution Amount for such Payment Date;
(iiii) on any Interest the Available Principal Payment Amount and the Class G Principal Payment Amount will be distributed to the Holders of the Class A Notes, the Note Insurer and the Holders of the Certificates then entitled to principal payments in the following order:
(A) to the Class G Certificates, the Class G Principal Payment Amount for such Payment Date, if such Payment Date is during the Managed Amortization Period and the Class G Certificate Pro Rata Test is not met, until the Certificate Principal Balance thereof has been reduced to deposit zero;
(B) to the Class A Notes, the Available Principal Payment Amount for such Payment Date and, if such Payment Date is during the Managed Amortization Period and the Class G Certificate Pro Rata Test is met, concurrently to the Class G Certificates, the Class G Principal Payment Amount for such Payment Date, pro rata, until the Note Principal Balance and Certificate Principal Balance thereof, respectively has been reduced to zero;
(C) if such Payment Date is during the Rapid Amortization Period, to the Class G Certificates, the Class G Principal Payment Amount for such Payment Date in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero;
(D) to the Note Insurer, any remaining Reimbursement Amounts to the extent not covered by the Interest Collection Amount; and
(E) to the Note Insurer, any other amounts owed to the Note Insurer pursuant to the Insurance Agreement.
(iv) (A)from the Class G Excess Spread Amount for such Payment Date in the following order of priority:
(1) first, to reimburse the Class A Notes for Allocated Realized Loss Amounts allocated to the Class A Notes and not covered by payments made by the Note Insurer under the Policy or previously reimbursed;
(2) second, to the Note Insurer, any Reimbursement Amounts, to the extent not previously reimbursed;
(3) third, beginning on the Payment Date in October 2006, to the Class G Certificates (to be paid as part of the Class G Principal Collection Account Payment Amount) in order to reduce its Certificate Principal Balance to the extent necessary to reach or maintain the Required Overcollateralization Amount;
(or4) fourth, to pay the Note Insurer any other amount owed to the Note Insurer pursuant to the Insurance Agreement;
(5) fifth, concurrently to the holders of the Class A Notes and Class G Certificates, in an amount equal to such note's or certificate's allocated share of any Prepayment Interest Shortfalls on the related HELOCs, any Relief Act Interest Shortfalls or any shortfalls resulting from the application of the Bankruptcy Code with respect to any such amounts denominated in a Permitted Non-USD Currencythe related HELOCs;
(6) sixth, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, to pay any remaining amounts amount to the Company.Issuer for distribution to the Class G Certificates; and
Appears in 1 contract
Sources: Sale and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Gp1)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account up to the Advances are paid in fullUnfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(hi) (i) on On any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate“Cap”) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(f) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account up to the Advances are paid in fullUnfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on during any Payment Date, calendar quarter then such unutilized amount may be applied during any of the three succeeding Payment Dates; providedcalendar quarters, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-of pocket expenses (other than Administrative Agency Fees and the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunderhereunder and under the Account Control Agreement, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized during any calendar quarter, then such unutilized amount may be applied during any of the three succeeding calendar quarters;
(b) to pay interest due in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Fees and any increased costs and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, (1) first, to pay all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (2) second, without duplication, after the Reinvestment Period from amounts on deposit in the Principal Collection Account, to pay principal of the Advances until the Advances are paid in full, and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), to pay principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount (without the requirement for any direction by the Portfolio Manager);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Franklin BSP Lending Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):); provided that Additional Distribution Dates shall be designated by the Administrative Agent in accordance with Section 4.06 below and there shall only be one Additional Distribution Date per calendar month unless otherwise agreed by the Collateral Agent in its sole discretion in a written notice (including via email) to the Administrative Agent and the Portfolio Manager upon the request of the Administrative Agent:
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunderhereunder and under the Account Control Agreement, up to a maximum amount under this clause (a) of $25,000 U.S.$75,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsAmounts and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount (without the requirement for any direction by the Portfolio Manager);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal to the Portfolio Manager (i) any accrued and unpaid Management Fee for the related Calculation Period (unless waived or deferred in whole or in part by Portfolio Manager) in an aggregate amount not to exceed U.S.$250,000 on each Interest Payment Date and (ii) any out-of-pocket expenses incurred by the Portfolio Manager pursuant to the Loan Documents in an aggregate amount not to exceed $100,000 in any period of the Advances until the Advances are paid in fulltwelve consecutive months;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Tax Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Portman Ridge Finance Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall shall, at the direction of the Administrative Agent, distribute all amounts in the Collection Accounts Account (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) pursuant to the applicable Payment Date Report and in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-reasonable and documented out- of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (ia)(i) equal to the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral Principal Amount (after conversion to USD U.S. Dollar using clause (y) of the Spot Rate) as of the end of the related Calculation Period Period, plus (y) U.S.$25,000 U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a)(ii) of $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such the aggregate amount is not utilized on any Payment Date, then such unutilized amount may be applied of payments made pursuant to this clause (a) during any of the three succeeding Payment Dates; providedimmediately preceding quarters is less than (1) with respect to payments made pursuant to clause (a)(i), further that any limitation on such amounts due or payable a U.S. Dollar amount equal to the Collateral Agent, sum of (x) 0.025% per annum multiplied by the sum of the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent Principal Amount (after conversion to U.S. Dollar using clause (y) of the Required Lenders Spot Rate) as of the end of the related Calculation Period, plus (or the Administrative Agent on their behalfy) U.S. $50,000 and (ii2) secondwith respect to payments made pursuant to clause (a)(ii), any other accrued and unpaid fees and out-of-pocket expenses (other than U.S. $50,000, then the commitment fee payable excess in each quarter may be applied pursuant to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aa)(i) of $25,000 on each or (a)(ii), as applicable, with respect to the then- current Interest Payment Date, the Maturity Date and each or Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay accrued and unpaid interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances outstanding until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end last day of the Reinvestment Period, solely with respect to 100% of Principal ▇▇▇▇▇▇▇▇, Proceeds to pay principal of the Advances outstanding until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral;
(h) to make a Permitted Distribution to the Portfolio Manager, in an amount equal to any accrued and unpaid Management Fee;
(i) to make any other Permitted Distributions or Permitted RIC Distributions directed as permitted pursuant to this Agreement; and
(hj) (ia) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (iib) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. With respect to each distribution pursuant to this Section 4.05, the Company (or Portfolio Manager on behalf of the Company) shall provide to the Administrative Agent and the Collateral Agent no later than two (2) Business Days prior to the date of distribution, a detailed reporting setting forth the proposed application of funds to be made pursuant to the foregoing Priority of Payments (the “Payment Date Report”). Upon approval by the Administrative Agent, the Payment Date Report shall constitute instructions to the Collateral Agent to make such distributions on the Payment Date pursuant to the Payment Date Report.
Appears in 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Custodial Account Control Agreement, Seller (w) each Interest Payment Dateor, (x) the Maturity Date, (y) each Agent Business Day after the occurrence deliver of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ an access termination notice pursuant to the Collateral AgentCurrent Spread Custodial Account Control Agreement, provided that any such notice received by Purchaser) will direct the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed Bank to have been received on apply the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts monies in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Third Party Controlled Current Spread Custodial Account in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first), amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Dateevery case, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring each prior item in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any Priority of the three succeeding Payment Dates; provided, further that any limitation Payments on such Distribution Date:
(a) first, from amounts due or payable in the Third Party Controlled Current Spread Custodial Account attributable to Pre-Closing Period Servicing Spread Collections, in the Collateral Agentfollowing order of priority (A) the Pre-Closing Period Base Servicing Fee for the Mortgage Loans to Seller and, then, pro rata, (B) (i) the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) Purchase Price Adjustment Amount to Purchaser and (ii) second, any other accrued and unpaid fees and outthe Pre-of-pocket expenses (other than the commitment fee payable Closing Retained Amount to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Seller;
(b) second, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to pay interest due in Servicing Agreement termination payments paid by the Agency with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable Retained Servicing Spread Percentage of such termination payments to the Lenders (pro rata based on amounts due)Seller;
(c) third, on any Business Day from and including the first Business Day of a calendar month to pay (i) on each Interest Payment Datebut excluding the Distribution Date in such calendar month, all prepayments at the option of Seller, the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on Base Servicing Fee payable with respect to a prior Collection Period for the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in fullMortgage Loans to Seller;
(d) prior fourth, on each Distribution Date, to the end of the Reinvestment Periodextent not previously paid to Seller in accordance with Section 3.04(c), at the direction of the Portfolio Manager, any accrued and unpaid Base Servicing Fee to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsSeller;
(e) following fifth, on each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the end prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); and (B) to Seller, any Retained Servicing Spread for the Reinvestment Periodprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); provided, solely with respect that (I) prior to Principal ▇▇▇▇▇▇▇▇the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to pay principal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the Advances until payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the Advances are paid distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in full;the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) sixth, on any Interest Payment each Distribution Date, to Seller, any other amounts remaining on deposit any remaining amounts in the Principal Collection Account (orThird Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Companyapplicable.
Appears in 1 contract
Sources: Current Excess Servicing Spread Acquisition Agreement (Newcastle Investment Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):); provided that Additional Distribution Dates shall be designated by the Administrative Agent in accordance with Section 4.06 below and there shall only be one Additional Distribution Date per calendar month unless otherwise agreed by the Collateral Agent in its sole discretion in a written notice (including via email) to the Administrative Agent and the Portfolio Manager upon the request of the Administrative Agent:
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunderhereunder and under the Account Control Agreement, up to a maximum amount under this clause (a) of $25,000 U.S.$75,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees payable to the Lenders (pro rata based on and any amounts due);
(cpayable to any Lender or the Administrative Agent pursuant to Section 3.01(e) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.Section
Appears in 1 contract
Sources: Loan and Security Agreement (Portman Ridge Finance Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(f) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(de) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account up to the Advances are paid in fullUnfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):); provided that Additional Distribution Dates shall be designated by the Administrative Agent in accordance with Section 4.06 below and there shall only be one Additional Distribution Date per calendar month unless otherwise agreed by the Collateral Agent in its sole discretion in a written notice (including via email) to the Administrative Agent and the Portfolio Manager upon the request of the Administrative Agent:
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunderhereunder and under the Account Control Agreement, up to a maximum amount under this clause (a) of $25,000 U.S.$75,000100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.Maturity
Appears in 1 contract
Sources: Loan and Security Agreement (Portman Ridge Finance Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) upon request of the Administrative Agent (which request may be a standing request), each Agent Business Day after the occurrence of a Market Value Event at the direction and (z) upon request of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentwhich request may be a standing request), provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) hereunder (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) a. to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including reasonable and documented fees, out-of-pocket expenses and indemnities required to be paid hereunder and thereunder) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the Commitment Fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$50,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that that, if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other Collateral;
b. to pay accrued and unpaid fees interest due and out-of-pocket expenses (other than payable hereunder in respect of the commitment fee Advances, any accrued and unpaid Commitment Fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agency Fee, but including Lender indemnitiesAgent pursuant to Section 3.01(e) due hereunder, up to a maximum amount under this clause or (af) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders Section 3.03 (pro rata based on amounts due);
(c) c. to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), outstanding principal of the Advances until the Advances are paid in full;
d. to pay to the Portfolio Manager (dunless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Primary Management Fee for the related Calculation Period;
e. prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and any applicable Non-USD Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) f. to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
g. to pay to the Portfolio Manager (gunless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Secondary Management Fee for the related Calculation Period;
h. to make any Permitted Distributions or Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth in the definition of such term) directed pursuant to this Agreement;
i. at the election of the Portfolio Manager, to pay to the Portfolio Manager any deferred and unpaid Primary Management Fee and/or deferred and unpaid Secondary Management Fee; and
(h) j. (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds (which, during the Reinvestment Period, may be applied to the acquisition of additional Portfolio Investments) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) , the CAD Collection Account, the EUR Collection Account or the GBP Collection Account in the following order of priority (the “"Priority of Payments”"):
(a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);Collateral.
(b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;
(c) To pay interest due in respect of the Advances Advances, any amounts due or payable pursuant to Section 3.03(c) and any increased costs and any accrued and unpaid Administrative Agency Fees 3.03(a) and commitment fees payable to the Lenders (pro rata based on amounts due);
(cd) to To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account, the CAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount and (eii) following the end of after the Reinvestment Period, solely with respect Period but prior to Principal ▇▇▇▇▇▇▇▇the Maturity Date, to pay principal of fund the Advances until Unfunded Exposure Account, the Advances are paid in fullCAD Unfunded Exposure Account, the EUR Unfunded Exposure Account or the GBP Unfunded Exposure Account up to the Unfunded Exposure Amount;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with the Collateral or in the performance of its obligations under this Agreement;
(h) To make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds and, in the case of Permitted Distributions occurring during the Reinvestment Period, Principal Proceeds) directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at hereunder and (z) each other date designated by the direction of Manager by written notice to the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by and the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each such date set forth in clauses the foregoing clause (y) and or clause (z) above), an “Additional Distribution Date”), the Collateral Agent shall shall, after receipt of approval from the Manager in accordance with Section 2(b)(vii) of the Collateral Administration Agreement, distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):
(a) to make any Required Fund Distribution directed pursuant to this Agreement;
(b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on during any Payment Date, calendar quarter then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) calendar quarters and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee Commitment Fee payable to the Lenders Lenders) and out- of-pocket expenses, including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (aii) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(bc) pro rata based on amounts due, to pay accrued and unpaid interest due in respect of the Advances Advances, any Commitment Fees and Make-Whole Amounts payable to the Lenders and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders pursuant to Section 3.01(e) or (f) or Section 3.02 (pro rata based on amounts due);
(cd) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premiumpremiums) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), pro rata based on amounts due, principal of the Advances until the Advances are paid in full;
full (d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure including any applicable Make- Whole Amounts);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (ab) above not paid due to the limitation limitations set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal case of remaining Interest Proceeds, at the election of the Manager on behalf of the Company, to deposit any remaining amounts in the Interest Collection AccountAccount as Interest Proceeds) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Credit and Security Agreement (FS Global Credit Opportunities Fund)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Collateral Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts Account (and and, any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency CAD Account) pursuant to the applicable Payment Date Report in the following order of priority (the “Priority of Payments”):
(a) Using Interest Proceeds to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses and indemnities (including due to the Servicer) (other than the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD CurrencyCAD, in the applicable Permitted Non-USD Currency Principal Collection CAD Account) as Principal Proceeds or Interest Proceeds, as applicable, and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
(h) Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance denominated in CAD, such amounts shall be first paid using Interest Proceeds and/or Principal Proceeds denominated in CAD from the Permitted CAD Account. With respect to each distribution pursuant to this Section 4.05, the Company (or Servicer on behalf of the Company) shall provide to the Administrative Agent and the Collateral Agent no later than three (3) Business Days prior to the date of distribution, a detailed reporting setting forth the proposed application of funds to be made pursuant to the foregoing Priority of Payments (the “Payment Date Report”). Upon approval by the Administrative Agent, the Payment Date Report shall constitute instructions to the Collateral Agent to make such distributions on the Payment Date pursuant to the Payment Date Report.
Appears in 1 contract
Sources: Loan and Security Agreement (SCP Private Credit Income BDC LLC)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market - 47 - Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and quarter)and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders Lenders) and out-of pocket expenses. including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Accountcase of remaining Interest Proceeds, at the election of the Servicer on behalf of the Company, as Interest Proceeds) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) upon request of the Administrative Agent (which request may be a standing request), each Agent Business Day after the occurrence of a Market Value Event at the direction and (z) upon request of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentwhich request may be a standing request), provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) hereunder (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”):"): #90948295v3
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including reasonable and documented fees, out-of-pocket expenses and indemnities required to be paid hereunder and thereunder) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the Commitment Fee and Average Utilization Fee (if any) payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$50,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that that, if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Collateral;
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees Average Utilization Fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), outstanding principal of the Advances until the Advances are paid in full;
(d) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Primary Management Fee for the related Calculation Period;
(e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and any applicable Non-USD Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Secondary Management Fee for the related Calculation Period;
(h) to make any Permitted Distributions or Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth in the definition of such term) directed pursuant to this Agreement;
(i) at the election of the Portfolio Manager, to pay to the Portfolio Manager any deferred and unpaid Primary Management Fee and/or deferred and unpaid Secondary Management Fee; and
(hj) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds (which, during the Reinvestment Period, may be applied to the acquisition of additional Portfolio Investments) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) Using Interest Proceeds to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities and fees and expenses of counsel), (ii) any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Sale Agreement, the Master Participation Agreement, the Second Master Participation Agreement, the Third Master Participation Agreement, the Fourth Master Participation Agreement, the Fifth Master Participation Agreement, the Sixth Master Participation Agreement and the Seventh Master Participation Agreement (other than such amounts payable to the Portfolio Manager) and (iii) any accrued and unpaid fees and out-of-pocket expenses (including indemnities) payable to the Portfolio Manager hereunder and under the Portfolio Management Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and U.S.$250,000 on each Additional Distribution Date and the Maturity Date (the "Expense Cap Amount") (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);.
(b) Using Interest Proceeds to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) Using Interest Proceeds or Principal Proceeds to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior Prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account using Principal Proceeds up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth thereintherein using Interest Proceeds and, on the Maturity Date and any Additional Distribution Date, Principal Proceeds;
(gf) to To make any Permitted Distributions using Interest Proceeds or Permitted RIC Tax Distributions using Excess Interest Proceeds each as directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in Principal Proceeds into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and any remaining Interest Proceeds into the Collection Account as Interest Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day any date after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day any date after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “"Priority of Payments”"):
(a) Using Interest Proceeds to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities and fees and expenses of counsel), (ii) any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Sale Agreement and the Master Participation Agreement (other than such amounts payable to the Portfolio Manager) and (iii) any accrued and unpaid fees and out-of-pocket expenses (including indemnities) payable to the Portfolio Manager hereunder and under the Portfolio Management Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and U.S.$250,000 on each Additional Distribution Date and the Maturity Date (the "Expense Cap Amount") (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);.
(b) Using Interest Proceeds to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) Using Interest Proceeds or Principal Proceeds to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior Prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account using Principal Proceeds up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to To pay all amounts set forth in clause (a) above not paid due to the limitation set forth thereintherein using Interest Proceeds and, on the Maturity Date and any Additional Distribution Date, Principal Proceeds;
(gf) to To make any Permitted Distributions using Interest Proceeds or Permitted RIC Tax Distributions using Excess Interest Proceeds each as directed pursuant to this Agreement; and
(h) (i) on On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in Principal Proceeds into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and any remaining Interest Proceeds into the Collection Account as Interest Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Priority of Payments. On (wI)(w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency AccountCollection Accounts and (II) the CLO Closing Date, the Collateral Agent shall distribute all CLO Proceeds, in each case, in the following order of priority (the “"Priority of Payments”):
"): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) of U.S.$50,000 on each Interest Payment Date, the sum Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)and (xii) 0.025% per annum multiplied second, any other accrued and unpaid fees (other than the commitment fee payable to the Lenders) and out-of pocket expenses. including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the sum of the aggregate principal Company or filing, registration or similar fees, up to a maximum amount of the Collateral (after conversion to USD using under this clause (ya) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
; (c) to pay (i) on each Interest Payment Date and the CLO Closing Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;; (d)
(di) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts;
Amount in respect of each Currency and (eii) following the end of after the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of fund the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Unfunded Exposure Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the and each applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts Unfunded Exposure Account up to the Company.aggregate Unfunded Exposure Amount;
Appears in 1 contract
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency Account) Collection Accounts in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and quarter)and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders Lenders) and out-of pocket expenses. including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount in respect of each Currency and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the aggregate Unfunded Exposure Amount;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in or the applicable Permitted Non-USD Currency Principal Collection - 56 - Account) , as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the election of the Servicer on behalf of the Company, deposit such remaining amounts into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account, as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance denominated in a Permitted Non-USD Currency, such amounts shall be paid using Interest Proceeds and/or Principal Proceeds denominated in such Currency from the applicable Permitted Non-USD Currency Collection Account.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each any Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each any Agent Business Day after the occurrence of Maturity Date following an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) , the CAD Collection Account, the EUR Collection Account or the GBP Collection Account in the following order of priority (the “"Priority of Payments”):
"): (a) to To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the each other Loan Documents Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$100,000 (the Spot Rate"Cap") as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely actions it has taken with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal enforcement of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) rights on the Maturity Date and any Additional Distribution Date, any remaining amounts to the CompanyCollateral.
Appears in 1 contract
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall shall, at the direction of the Administrative Agent, distribute all amounts in the Collection Accounts Account (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) pursuant to the applicable Payment Date Report and in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, reasonable and documented out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (ia)(i) equal to the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral Principal Amount (after conversion to USD U.S. Dollar using clause (y) of the Spot Rate) as of the end of the related Calculation Period Period, plus (y) U.S.$25,000 U.S. $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a)(ii) of $50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such the aggregate amount is not utilized on any Payment Date, then such unutilized amount may be applied of payments made pursuant to this clause (a) during any of the three succeeding Payment Dates; providedimmediately preceding quarters is less than (1) with respect to payments made pursuant to clause (a)(i), further that any limitation on such amounts due or payable a U.S. Dollar amount equal to the Collateral Agent, sum of (x) 0.025% per annum multiplied by the sum of the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent Principal Amount (after conversion to U.S. Dollar using clause (y) of the Required Lenders Spot Rate) as of the end of the related Calculation Period, plus (or the Administrative Agent on their behalfy) U.S. $50,000 and (ii2) secondwith respect to payments made pursuant to clause (a)(ii), any other accrued and unpaid fees and out-of-pocket expenses (other than U.S. $50,000, then the commitment fee payable excess in each quarter may be applied pursuant to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aa)(i) of $25,000 on each or (a)(ii), as applicable, with respect to the then-current Interest Payment Date, the Maturity Date and each or Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay accrued and unpaid interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances outstanding until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end last day of the Reinvestment Period, solely with respect to 100% of Principal ▇▇▇▇▇▇▇▇, Proceeds to pay principal of the Advances outstanding until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral;
(h) to make a Permitted Distribution to the Portfolio Manager, in an amount equal to any accrued and unpaid Management Fee;
(i) to make any other Permitted Distributions or Permitted RIC Distributions directed as permitted pursuant to this Agreement; and
(hj) (ia) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (iib) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. With respect to each distribution pursuant to this Section 4.05, the Company (or Portfolio Manager on behalf of the Company) shall provide to the Administrative Agent and the Collateral Agent no later than two (2) Business Days prior to the date of distribution, a detailed reporting setting forth the proposed application of funds to be made pursuant to the foregoing Priority of Payments (the “Payment Date Report”). Upon approval by the Administrative Agent, the Payment Date Report shall constitute instructions to the Collateral Agent to make such distributions on the Payment Date pursuant to the Payment Date Report.
Appears in 1 contract
Sources: Loan and Security Agreement (Kayne Anderson BDC, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on during any Payment Date, calendar quarter then such unutilized amount may be applied during any of the three succeeding Payment Dates; providedcalendar quarters, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-of pocket expenses (other than Administrative Agency Fees and the commitment fee payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunderhereunder and under the Account Control Agreement, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized during any calendar quarter, then such unutilized amount may be applied during any of the three succeeding calendar quarters;
(b) to pay interest due in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Fees and any increased costs and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, (1) first, to pay all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (2) second, without duplication, after the Reinvestment Period from amounts on deposit in the Principal Collection Account, to pay principal of the Advances until the Advances are paid in full, and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), to pay principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount (without the requirement for any direction by the Portfolio Manager);
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Franklin BSP Capital Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) upon request of the Administrative Agent (which request may be a standing request), each Agent Business Day after the occurrence of a Market Value Event at the direction and (z) upon request of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentwhich request may be a standing request), provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) hereunder (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including reasonable and documented fees, out-of-pocket expenses and indemnities required to be paid hereunder and thereunder) and (ii) second, any other accrued and unpaid fees (other than the Administrative Agency Fees) and out-of pocket expenses (other than the Commitment Fee and Average Utilization Fee (if any) payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$50,000 (the Spot Rate“Cap”) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that that, if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Collateral;
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Fees, any accrued and unpaid Commitment Fees and commitment fees Average Utilization Fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), outstanding principal of the Advances until the Advances are paid in full;
(d) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Primary Management Fee for the related Calculation Period;
(e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and any applicable Non-USD Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Secondary Management Fee for the related Calculation Period;
(h) to make any Permitted Distributions or Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth in the definition of such term) directed pursuant to this Agreement;
(i) at the election of the Portfolio Manager, to pay to the Portfolio Manager any deferred and unpaid Primary Management Fee and/or deferred and unpaid Secondary Management Fee; and
(hj) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds (which, during the Reinvestment Period, may be applied to the acquisition of additional Portfolio Investments) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone Secured Lending Fund)
Priority of Payments. On The Paying Agent shall, by no later than 11:00 A.M. (wNew York City time) on each Interest Payment Date, cause, in accordance with the Monthly Remittance Report, the Account Bank to transfer (x) the Maturity DateAvailable Funds and any other amounts on deposit in the Waterfall Account, (y) any Reserve Account Draw Amount, if applicable, and, (z) solely with respect to clause (C) of this Section 2.05(c)(i), the Reserve Account Amount to the Paying Agent for distribution in the following manner and priority.
(A) On each Agent Business Day after Payment Date prior to the occurrence Rapid Amortization Commencement Date (so long as no Event of a Market Value Event at Default has occurred and is continuing and such Payment Date is not the direction of final Payment Date):
(1) to the Servicer, the Servicing Fee then due with respect to the Receivables together with any accrued and unpaid Servicing Fees with respect to the Receivables owed from prior Collection Periods;
(2) to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer, as applicable, (i) the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) Fee and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Dateexpenses, the Maturity Date Paying Agent Fee and each Additional Distribution Date (in out-of-pocket expenses, the case of any Additional Distribution Date or Account Bank fee and out-of-pocket expenses, the Maturity DateOwner Trustee Fee and out-of-pocket expenses, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment DateDepositor Loan Trustee Fee and out-of-pocket expenses, and the Back-Up Servicer’s Fee and out-of-pocket expenses, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provideddue, further that any limitation on such amounts due or payable in each case, with respect to the Collateral AgentReceivables, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and all such unpaid fees and out-of-pocket expenses (other than of the commitment fee payable Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer with respect to the Lenders Receivables remaining unpaid from prior Collection Periods, and (iii) any other amounts due and owing to the Administrative Agency FeeAgent, but including Lender indemnities) due hereunderPaying Agent, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment DateAccount Bank, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date Owner Trustee, Depositor Loan Trustee or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement Back-Up Servicer (including any applicable premiumTransition Costs, if applicable, and termination payments and indemnity payments pursuant to Section 8.01 hereof (provided that (A) all fees and expenses due and payable pursuant to clauses (i) and (ii) shall be subject to the applicable Expense Cap and (B) any indemnity payments (other than such indemnity payments owed to the Back-Up Servicer it if becomes the successor Servicer) shall be subject to the Indemnity Cap));
(3) to the Class A Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Maturity Class A Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of Class A Loans; LEGAL02/42958175v30 a
(4) to the Class B Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class B Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of Class B Loans;
(5) to the Class C Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class C Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of Class C Loans;
(6) to the Reserve Account, an amount equal to the Reserve Account Deficiency for such Payment Date, if any;
(7) on any Payment Date during the Amortization Period, to the Lenders, sequentially by Classes (i.e., beginning with Class A) and on a pro rata basis within each Class, principal in an amount equal to the excess, if any, of (i) the aggregate Outstanding Loan Balance of the Class A Loans, Class B Loans and Class C Loans as of such Payment Date, over (ii) the Adjusted Pool Balance as of the last day of the related Collection Period, minus the Required Overcollateralization Amount;
(8) pro rata, to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer, (i) any indemnity payments that are due and owing to any of them pursuant to Section 8.01 hereof in excess of the Indemnity Cap and (ii) any out-of-pocket expenses then due that are in excess of the related Expense Cap and not previously paid pursuant to this Section 2.05(c)(i)(A); and
(9) to the Borrower (or an Affiliate of the Borrower, as may be directed by the Borrower), any remaining amounts.
(B) On each Payment Date on or after the Rapid Amortization Commencement Date (andso long as no Event of Default has occurred and is continuing and such Payment Date is not the final Payment Date):
(1) to the Servicer, the Servicing Fee with respect to the Receivables then due together with any accrued and unpaid Servicing Fees with respect to the Receivables owed from prior Collection Periods;
(2) to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer, as applicable, (i) the Administrative Agent Fee and out-of-pocket expenses, the Paying Agent Fee and out-of-pocket expenses and out-of-pocket expenses, the Account Bank fee and out-of-pocket expenses, the Owner Trustee Fee and out-of-pocket expenses, the Depositor Loan Trustee Fee and out-of-pocket expenses, and the Back-Up Servicer’s Fee and out-of-pocket expenses, then due, in each case, with respect to the Receivables, (ii) all such unpaid fees and out-of-pocket expenses of the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer with respect to the Receivables remaining unpaid from prior Collection Periods, and (iii) any other amounts due and owing to the Administrative Agent, Paying Agent, Account Bank, Owner LEGAL02/42958175v30 a Trustee, Depositor Loan Trustee or Back-Up Servicer (including any Transition Costs, if applicable, and termination payments and indemnity payments pursuant to Section 8.01 hereof (provided that (A) all fees and expenses due and payable pursuant to clauses (i) and (ii) shall be subject to the applicable Expense Cap and (B) any Additional Distribution Dateindemnity payments (other than such indemnity payments owed to the Back-Up Servicer it if becomes the successor Servicer) shall be subject to the Indemnity Cap), principal of the Advances until the Advances are paid in full);
(d3) prior to the end of Class A Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Reinvestment Period, Class A Loans at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up applicable Loan Rate on an amount equal to the Unfunded Exposure AmountsOutstanding Loan Balance of Class A Loans;
(e4) following to the end Class B Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class B Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in fullClass B Loans;
(f5) to pay all amounts set forth the Class C Lenders (on a pro rata basis in clause (a) above not paid due accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class C Loans at the applicable Loan Rate on an amount equal to the limitation set forth thereinOutstanding Loan Balance of the Class C Loans;
(g6) to make the Reserve Account, an amount equal to the Reserve Account Deficiency for such Payment Date, if any;
(7) to the Class A Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class A Loans has been reduced to zero;
(8) to the Class B Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class B Loans has been reduced to zero;
(9) to the Class C Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class C Loans has been reduced to zero;
(10) pro rata, to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer, (i) any Permitted Distributions or Permitted RIC Distributions directed indemnity payments that are due and owing to any of them pursuant to Section 8.01 hereof in excess of the Indemnity Cap and (ii) any out-of-pocket expenses then due that are in excess of the related Expense Cap and not previously paid pursuant to this AgreementSection 2.05(c)(i)(B); and
(h11) to the Borrower (or an Affiliate of the Borrower, as may be directed by the Borrower), any remaining amounts. LEGAL02/42958175v30
(C) On each Payment Date occurring during the existence of an Event of Default and on the final Payment Date:
(1) to the Servicer, the Servicing Fee with respect to the Receivables then due together with any accrued and unpaid Servicing Fees with respect to the Receivables owed from prior Collection Periods;
(2) to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer, as applicable, (i) on any Interest Payment Datethe Administrative Agent Fee and out-of-pocket expenses, to deposit any remaining amounts and out-of-pocket expenses, the Paying Agent Fee and out-of-pocket expenses, the Account Bank fees and out-of-pocket expenses, the Owner Trustee Fee and out-of-pocket expenses, the Depositor Loan Trustee Fee and out-of-pocket expenses, and the Back-Up Servicer’s Fee and out-of-pocket expenses, then due, in the Principal Collection Account (oreach case, with respect to any such amounts denominated in a Permitted Non-USD Currencythe Receivables, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) all such unpaid fees and out-of-pocket expenses of the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer with respect to the Receivables remaining unpaid from prior Collection Periods, and (iii) any other amounts due and owing to the Administrative Agent, Paying Agent, Account Bank, Owner Trustee, Depositor Loan Trustee and Back-Up Servicer (including any Transition Costs, if applicable, and termination payments and indemnity payments pursuant to Section 8.01 hereof);
(3) to the Class A Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Maturity Date Class A Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of Class A Loans;
(4) to the Class A Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class A Loans has been reduced to zero;
(5) to the Class B Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class B Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of the Class B Loans;
(6) to the Class B Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class B Loans has been reduced to zero;
(7) to the Class C Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), interest accrued on the Class C Loans at the applicable Loan Rate on an amount equal to the Outstanding Loan Balance of the Class C Loans;
(8) to the Class C Lenders (on a pro rata basis in accordance with such Lenders’ Committed Share Percentage), in reduction of principal until the Outstanding Loan Balance of the Class C Loans has been reduced to zero; and any Additional Distribution DateLEGAL02/42958175v30
(9) to the Borrower (or an Affiliate of the Borrower, as may be directed by the Borrower), any remaining amounts to the Companyamounts.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Oportun Financial Corp)
Priority of Payments. On (w) each Interest Payment DateThe Servicer shall apply, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice or by written instruction to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) Trustee and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Paying Agent shall distribute all amounts cause the Paying Agent to apply, on each Payment Date Available Funds for that Payment Date on deposit in the Collection Accounts (Account to make the following payments and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) in the following order of priority (the “Priority of Payments”):
(a) to pay (i) firstpriority: FIRST, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) Trustee in payment of the sum of (x) 0.025% per annum multiplied by the sum of Monthly Trustee Fees for the aggregate principal amount of the Collateral (after conversion to USD using clause related Due Period and any unpaid Monthly Trustee Fees for any previous Due Period, (y) the Capped Monthly Trustee Expenses for such Payment Date and (z) in the event of a Servicer Default and the replacement of the Spot Rate) as Servicer with the Trustee or a Successor Servicer, the Capped Successor Servicer Costs for such Payment Date; SECOND, if the Servicer is not Wyndham Consumer Finance, Inc. or an affiliate of the end Parent Corporation, to the Servicer, in payment of the Monthly Servicer Fee for the related Calculation Due Period plus and any unpaid Monthly Servicer Fee for a previous Due Period and, whether or not Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation is then the Servicer, to the Servicer in reimbursement of any unreimbursed Servicer Advances; THIRD, to the Hedge Provider under the Hedge Agreement, the Hedge Payments; FOURTH, to each Noteholder, the Senior Notes Interest for such Payment Date and the NPA Costs payable to such Noteholder to the extent due and payable and any Senior Overdue Interest due to such Noteholder (y) U.S.$25,000 on each Interest and interest thereon); FIFTH, if the Servicer is Wyndham Consumer Finance, Inc. or another affiliate of the Parent Corporation, to the Servicer, the Monthly Servicer Fee for the related Due Period and any unpaid Monthly Servicer Fee for a previous Due Period; SIXTH, to the Noteholders, the Principal Distribution Amount for such Payment Date; SEVENTH, if the amount on deposit in the Reserve Account is less than the Reserve Required Amount, to the Reserve Account, all remaining Available Funds until the amount on deposit in the Reserve Account is equal to the Reserve Required Amount; EIGHTH, to each Noteholder, the Maturity Contingent Subordinated Notes Interest for such Payment Date and each Additional Distribution Date any Contingent Subordinated Overdue Interest due to such Noteholder (and interest thereon); NINTH, to the Trustee in the case payment of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any reasonable expenses and costs and outstanding indemnities under each of the three succeeding Payment Dates; providedFacility Documents to which the Trustee is a party, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇replacing the Servicer, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currencynot paid pursuant to clause FIRST; 55 TENTH, in to the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution DateIssuer, any remaining amounts to free and clear of the Companylien of this Indenture.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause clause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-of pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders and the Administrative Agency FeeLenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (aii) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Payment Date (in the case of any Additional Distribution Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Payment Date or Interest Payment Date occurring in the same calendar quarter) (the maximum amounts specified above, collectively, the “Expense Cap Amount”);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued commitment fees and unpaid Administrative Agency Fees and commitment unfunded fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Payment Date), principal of the Advances until the Advances are paid in full;
(d) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Payment Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Corporate Capital Trust, Inc.)
Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Custodial Account Control Agreement, Seller (w) each Interest Payment Dateor, (x) the Maturity Date, (y) each Agent Business Day after the occurrence deliver of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ an access termination notice pursuant to the Collateral AgentCurrent Spread Custodial Account Control Agreement, provided that any such notice received by Purchaser) will direct the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed Bank to have been received on apply the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts monies in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Third Party Controlled Current Spread Custodial Account in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first), amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Dateevery case, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring each prior item in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any Priority of the three succeeding Payment Dates; provided, further that any limitation Payments on such Distribution Date:
(a) first, from amounts due or payable in the Third Party Controlled Current Spread Custodial Account attributable to Pre-Closing Period Servicing Spread Collections, in the Collateral Agentfollowing order of priority (A) the Pre-Closing Period Base Servicing Fee for the Mortgage Loans to Seller and, then, pro rata, (B) (i) the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) Purchase Price Adjustment Amount to Purchaser and (ii) second, any other accrued and unpaid fees and outthe Pre-of-pocket expenses (other than the commitment fee payable Closing Retained Amount to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Seller;
(b) second, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to pay interest due in Servicing Agreement termination payments paid by the Agency with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable Retained Servicing Spread Percentage of such termination payments to the Lenders (pro rata based on amounts due)Seller;
(c) third, on any Business Day from and including the first Business Day of a calendar month to pay (i) on each Interest Payment Datebut excluding the Distribution Date in such calendar month, all prepayments at the option of Seller, the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on Base Servicing Fee payable with respect to a prior Collection Period for the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in fullMortgage Loans to Seller;
(d) prior fourth, on each Distribution Date, to the end of the Reinvestment Periodextent not previously paid to Seller in accordance with Section 3.04(c), at the direction of the Portfolio Manager, any accrued and unpaid Base Servicing Fee to fund the Unfunded Exposure Account up to the Unfunded Exposure AmountsSeller;
(e) following fifth, on each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the end prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(b)); and (B) to Seller, any Retained Servicing Spread for the Reinvestment Periodprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(b)); provided, solely with respect that (I) prior to Principal ▇▇▇▇▇▇▇▇the distribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall be applied first, to pay principal the payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the Advances until payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the Advances are paid distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in full;the Current Spread Reserve Account to equal the Current Spread Reserve Account Required Amount; and
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(h) (i) sixth, on any Interest Payment each Distribution Date, to Seller, any other amounts remaining on deposit any remaining amounts in the Principal Collection Account (orThird Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Companyapplicable.
Appears in 1 contract
Sources: Current Excess Servicing Spread Acquisition Agreement (Newcastle Investment Corp)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity DateDate (subject to Section 4.03(a)), (y) each Agent Business Day after the occurrence of a Market Value Event at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) (each date set forth in clauses (y) and (z) - 42 - above, an “"Additional Distribution Date”"), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any the Permitted Non-USD Currency Account) Collection Accounts in the following order of priority (the “"Priority of Payments”"):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (y) of the Spot Rate) as of the end of the related Calculation Period plus (y) U.S.$25,000 U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that if any such amount is not utilized on any Payment Date, then such unutilized amount may be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded with the consent of the Required Lenders (or the Administrative Agent on their behalf) and quarter)and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders Lenders) and out-of pocket expenses. including indemnities due hereunder or payable to any Governmental Authority in respect of Taxes payable by the Administrative Agency FeeCompany or filing, but including Lender indemnities) due hereunderregistration or similar fees, up to a maximum amount under this clause (a) of $25,000 U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter);
(b) to pay interest due in respect of the Advances and any increased costs and any accrued and unpaid Administrative Agency Fees and commitment fees payable to the Lenders (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full;
(d) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerServicer, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure AmountsAmount in respect of each Currency and (ii) after the Reinvestment Period, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the aggregate Unfunded Exposure Amount;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(gf) to make any Permitted Distributions or Permitted RIC Distributions directed pursuant to this Agreement; and
(hg) (i) on any Interest Payment Date, to deposit any remaining amounts in into the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in or the applicable Permitted Non-USD Currency Principal Collection Account) , as Principal Proceeds (or, in the case of remaining Interest Proceeds, at the election of the Servicer on behalf of the Company, deposit such remaining amounts into the Interest Collection Account or the applicable Permitted Non-USD Currency Interest Collection Account, as Interest Proceeds) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company. Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance denominated in a Permitted Non-USD Currency, such amounts shall be paid using Interest Proceeds and/or Principal Proceeds denominated in such Currency from the applicable Permitted Non-USD Currency Collection Account.
Appears in 1 contract
Sources: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) upon request of the Administrative Agent (which request may be a standing request), each Agent Business Day after the occurrence of a Market Value Event at the direction and (z) upon request of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agentwhich request may be a standing request), provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable at the direction of the Administrative Agent (with two (2) Business Days’ notice to the Collateral Agent, provided that any such notice received by the Collateral Agent after 5:00 p.m. on an Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) hereunder (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts (and any Interest Proceeds and/or Principal Proceeds then on deposit in any Permitted Non-USD Currency Account) Account in the following order of priority (the “Priority of Payments”):
(a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Loan Documents Account Control Agreement (including reasonable and documented fees, out-of-pocket expenses and indemnities required to be paid hereunder and thereunder) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the Commitment Fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement, up to a maximum amount under this subclause (i) the sum of (x) 0.025% per annum multiplied by the sum of the aggregate principal amount of the Collateral (after conversion to USD using clause (ya) of U.S.$50,000 (the Spot Rate“Cap”) as of the end of the related Calculation Period plus (y) U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter); provided that that, if any such amount is not utilized on any Payment Datean Event of Default has occurred and the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, then such unutilized amount may the Cap shall be applied during any of the three succeeding Payment Dates; provided, further that any limitation on such amounts due or payable increased to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be disregarded in connection with any actions it has taken with respect to enforcement of rights on the consent of the Required Lenders (or the Administrative Agent on their behalf) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee payable to the Lenders and the Administrative Agency Fee, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (a) of $25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same calendar quarter)Collateral;
(b) to pay accrued and unpaid interest due and payable hereunder in respect of the Advances and any increased costs and Advances, any accrued and unpaid Administrative Agency Commitment Fees and commitment fees payable to the Lenders and any amounts payable to any Lender or the Administrative Agent pursuant to Section 3.01(e) or (f) or Section 3.03 (pro rata based on amounts due);
(c) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), outstanding principal of the Advances until the Advances are paid in full;
(d) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Primary Management Fee for the related Calculation Period;
(e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amounts;
(e) following the end of the Reinvestment Period, solely with respect to Principal ▇▇▇▇▇▇▇▇, to pay principal of the Advances until the Advances are paid in full;
(f) to pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;
(g) to pay to the Portfolio Manager (unless waived or deferred in whole or in part by Portfolio Manager) any accrued and unpaid Secondary Management Fee for the related Calculation Period;
(h) to make any Permitted Distributions or Permitted RIC Distributions (subject to the limitations on the use of Interest Proceeds and Principal Proceeds set forth in the definition of such term) directed pursuant to this Agreement;
(i) at the election of the Portfolio Manager, to pay to the Portfolio Manager any deferred and unpaid Primary Management Fee and/or deferred and unpaid Secondary Management Fee; and
(hj) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Principal Collection Account) as Principal Proceeds (which, during the Reinvestment Period, may be applied to the acquisition of additional Portfolio Investments) and (ii) on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.
Appears in 1 contract
Sources: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund)